Geotechnical Project Document

Geotechnical Project Document

Parties and Project Identification

Project Name:

Client Name:

Contractor Name (Geotechnical Consultant):

Project Location:

Effective Date:

Recitals

WHEREAS, Client engages Contractor to perform geotechnical investigation, analysis and reporting for the Project described above under the terms and conditions set forth in this document; and

WHEREAS, Contractor represents that it possesses the necessary qualifications, professional licensure, equipment and personnel to perform subsurface exploration, laboratory testing, geotechnical analyses and to prepare technical reports and recommendations customary to projects of this type; and

WHEREAS, the parties desire to set forth the scope, deliverables, schedule, compensation and other contractual provisions governing the performance of geotechnical services for the Project.

Scope of Work

Deliverables and Schedule

Payment Terms

Total Contract Amount:

Invoice Submission: invoices submitted by Contractor are due for payment within days of receipt.

Late Payment: Unpaid amounts shall accrue interest at on outstanding balances, calculated monthly and compounded.

Term and Termination

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may be immediate if a party materially breaches and fails to cure within a reasonable time following written notice.

Confidentiality

All non-public information, data, reports, test results and interpretations provided by either party and so designated in writing or that reasonably should be understood to be confidential under the circumstances ("Confidential Information") shall be held in confidence and used solely for the purposes of performing this Agreement. Contractor shall not disclose Confidential Information to third parties except to employees, subcontractors or consultants who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Contractor acknowledges and will comply with the confidentiality provisions set forth above.

Insurance, Liability and Indemnity

Contractor shall maintain, at Contractor's expense, professional liability insurance and commercial general liability insurance with limits adequate for projects of this nature. Contractor's aggregate liability to Client for direct damages arising out of Contractor's negligent performance shall be limited to the greater of or the total fees paid to Contractor under this Agreement, except for liabilities arising from willful misconduct or gross negligence.

Each party shall indemnify, defend and hold harmless the other party from claims, damages and liabilities arising from the indemnifying party's negligent acts, errors or omissions in performance of this Agreement, subject to the foregoing limitation of liability.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. Disputes that cannot be resolved by negotiation shall be resolved by arbitration or in the courts as agreed by the parties in writing.

Entire Agreement; Amendments

This Agreement, including all attachments, schedules and referenced statements of work, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior proposals, negotiations and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Certification

Contractor certifies that all personnel performing services under this Agreement are properly qualified, licensed where required, and will perform services in accordance with prevailing professional standards for geotechnical engineering and subsurface exploration.

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